Common use of Representations Regarding Accounts and Inventory Clause in Contracts

Representations Regarding Accounts and Inventory. Each of the Obligors hereby represents and warrants to the Lender that: each Trade Account Receivable of such Obligor is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, and any other Account of such Obligor is bona fide, made by such Obligor in the ordinary course of its business; the Inventory of such Obligor being sold, and Trade Accounts Receivable created, are the exclusive property of such Obligor and are not and shall not be subject to any Lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; the invoices evidencing such Trade Accounts Receivable are in the name of such Obligor, and the customers of the relevant Obligor have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which such Obligor has complied with the notification requirements of Paragraph 7.6 of this Section 7. Each Obligor confirms to the Lender that any and all Taxes or fees relating to its business, its sales, or the Accounts or Inventory relating thereto, are their sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 7.2(e) of this Section 7, and that none of said Taxes or fees represents a Lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Lender that such Obligor shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any inventory of any of its customers or any other Person (other than Inventory of another Obligor which constitutes Collateral), including pursuant to any xxxx and hold sale or otherwise, and that such Obligor's Inventory is marketable to its customers in the ordinary course of business of such Obligor, except as such Obligor may otherwise report in writing to the Lender pursuant to Paragraph 7.6 of this Section 7 from time to time.

Representations Regarding Accounts and Inventory. Each of the Obligors hereby The Company represents and warrants to the Lender Agent and the Lenders that: : (a) each Trade Account Receivable of such Obligor is based on an actual and bona fide sale and delivery of Inventory (other than Excluded Inventory) or rendition of services to their respective customers, and any other Account of such Obligor is bona fide, made by such Obligor the Company in the ordinary course of its business; ; (b) the Inventory of such Obligor being sold, sold by the Company and the Trade Accounts Receivable created, created by such sales are the exclusive property of such Obligor the Company and are not and shall not be subject to any Lienlien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; ; (c) the invoices evidencing such Trade Accounts Receivable are in the name of such Obligor, and the Company; (d) the applicable customers of the relevant Obligor Company have accepted the Inventory or servicesservices giving rise to Trade Accounts Receivable, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes as disclosed by the Company to the Agent as and other matters arising when required pursuant to Section 6.2(g) hereof; (e) the Company’s Inventory in which the Agent holds a first priority security interest is marketable in the ordinary course of business with respect to which such Obligor the Company’s business; and (f) no Inventory has complied with been produced by the notification requirements Company in violation of Paragraph 7.6 the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended, it being understood that without limiting any of the Agent’s other rights hereunder, no breach of this Section 7. Each Obligor confirms representation shall be deemed to the Lender that any and all Taxes or fees relating to its business, its sales, or the Accounts or Inventory relating thereto, are their sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 7.2(e) have occurred based on an alleged violation of this Section 7statute which is contested by the Company, unless and that none until the U.S. Department of said Taxes or fees represents Labor has made a Lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Lender determination that such Obligor shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any inventory of any of its customers or any other Person (other than Inventory of another Obligor which constitutes Collateral), including pursuant to any xxxx and hold sale or otherwise, and that such Obligor's Inventory is marketable to its customers in the ordinary course of business of such Obligor, except as such Obligor may otherwise report in writing to the Lender pursuant to Paragraph 7.6 of this Section 7 from time to timeviolation has occurred.

Representations Regarding Accounts and Inventory. Each of the Obligors hereby The Company represents and warrants to the Lender Agent and the Lenders that: : (a) each Trade Account Receivable (and each trade account receivable of such Obligor the Company’s subsidiaries) is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, and any other Account of such Obligor is bona fide, made by such Obligor the Company (or its subsidiaries) in the ordinary course of its business; , without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Agent when required pursuant to Section 7.2(g) hereof; (b) the Inventory of such Obligor being sold, sold and the Trade Accounts Receivable created, (or trade accounts receivable of the Company’s subsidiaries) created by such sales are the exclusive property of the Company (or such Obligor subsidiaries) and are not and shall not be subject to any Lienlien, consignment arrangementarrangement (i.e., pursuant to which the Company is a consignee), encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; ; (c) the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) are in the name of the Company (or such Obligor, and subsidiaries); (d) the customers of the relevant Obligor Company (or the Company’s subsidiaries) have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect of which the Company has notified the Agent when required pursuant to which such Obligor has complied with Section 7.2(g) hereof; and (e) the notification requirements of Paragraph 7.6 of this Section 7. Each Obligor confirms to Company’s Inventory (and the Lender that any and all Taxes or fees relating to its business, its sales, or the Accounts or Inventory relating thereto, are their sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 7.2(e) of this Section 7, and that none of said Taxes or fees represents a Lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Lender that such Obligor shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any inventory of any of its customers or any other Person (Company’s subsidiaries) other than Inventory of another Obligor which constitutes Collateral), including pursuant to any xxxx and hold sale or otherwise, and that such Obligor's Excluded Inventory is marketable to its customers in the ordinary course of business the Company’s (or such subsidiaries’) business, and no Inventory has been produced in violation of such Obligorthe Fair Labor Standards Act (29 U.S.C. §201 et seq.), except as such Obligor may otherwise report in writing to the Lender pursuant to Paragraph 7.6 of this Section 7 from time to timeamended.

Representations Regarding Accounts and Inventory. Each of the Obligors hereby represents and warrants to the Lender Agents and the Lenders that: each Trade Account Receivable of such Obligor is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, and any other Account of such Obligor is bona fide, made by such Obligor in the ordinary course of its business; the Inventory of such Obligor being sold, and Trade Accounts Receivable created, are the exclusive property of such Obligor and are not and shall not be subject to any Lienlien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; the invoices evidencing such Trade Accounts Receivable are in the name of such Obligor, as applicable; and the customers of the relevant Obligor have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which such Obligor has complied with the notification requirements of Paragraph 7.6 3.5 of this Section 73. Each Obligor confirms to the Lender Administrative Agent and the Lenders that any and all Taxes or fees relating to its business, its sales, or the Accounts or Inventory relating thereto, are their its sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 7.2(e9.2(e) of Section 9 of this Section 7Financing Agreement, and that none of said Taxes or fees represents a Lien lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Lender Administrative Agent and the Lenders that such Obligor shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any of inventory of any of its customers or any other Person (other than Inventory of another Obligor which constitutes Collateral), including pursuant to any xxxx and hold sale or otherwise, and that such Obligor's Inventory is marketable to its customers in the ordinary course of business of such Obligor, except as such Obligor may otherwise report in writing to the Lender Administrative Agent pursuant to Paragraph 7.6 of this Section 7 3.5 hereof from time to time.

Representations Regarding Accounts and Inventory. Each of the Obligors hereby represents and warrants to the Lender Agents and the Lenders that: each Trade Account Receivable of such Obligor Obligor, other than Excluded Albion Receivables, is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, and any other Account of such Obligor is bona fide, made by such Obligor in the ordinary course of its business; the Inventory of such Obligor being sold, and Trade Accounts Receivable created, other than Excluded Albion Receivables and Excluded Albion Inventory, are the exclusive property of such Obligor and are not and shall not be subject to any Lienlien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; the invoices evidencing such Trade Accounts Receivable Receivable, other than Excluded Albion Receivables, are in the name of such Obligor, as applicable; and the customers of the relevant Obligor have accepted the Inventory Inventory, other than Excluded Albion Inventory, or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which such Obligor has complied with the notification requirements of Paragraph 7.6 3.5 of this Section 73 and matters relating to the filing of the Cases. Each Obligor confirms to the Lender Administrative Agent and the Lenders that any and all Taxes or fees relating to its business, its sales, or the Accounts or Inventory relating thereto, are their its sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 7.2(e8.2(e) of Section 8 of this Section 7Agreement, and that none of said Taxes or fees represents a Lien lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Lender Administrative Agent and the Lenders that such Obligor shall not acquire any Inventory Inventory, other than Excluded Albion Inventory, on a consignment basis, nor co-mingle its Inventory with any of inventory of any of its customers or any other Person (other than Inventory of another Obligor which constitutes Collateral), including pursuant to any xxxx and hold sale or otherwise, and that such Obligor's Inventory Inventory, other than Excluded Albion Inventory, is marketable to its customers in the ordinary course of business of such Obligor, except as such Obligor may otherwise report in writing to the Lender Administrative Agent pursuant to Paragraph 7.6 of this Section 7 3.5 hereof from time to time.

Representations Regarding Accounts and Inventory. Each of the Obligors hereby The Company represents and warrants to the Lender that: : (a) each Trade Account Receivable (and each trade account receivable of such Obligor the Company’s subsidiaries) is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, and any other Account of such Obligor is bona fide, made by such Obligor the Company (or its subsidiaries) in the ordinary course of its business; , without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender when required pursuant to Section 7.2(g) hereof; (b) the Inventory of such Obligor being sold, sold and the Trade Accounts Receivable created, (or trade accounts receivable of the Company’s subsidiaries) created by such sales are the exclusive property of the Company (or such Obligor subsidiaries) and are not and shall not be subject to any Lienlien, consignment arrangementarrangement (i.e., pursuant to which the Company is a consignee), encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; ; (c) the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) are in the name of the Company (or such Obligor, and subsidiaries); (d) the customers of the relevant Obligor Company (or the Company’s subsidiaries) have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to of which such Obligor the Company has complied with the notification requirements of Paragraph 7.6 of this Section 7. Each Obligor confirms to notified the Lender that any when required pursuant to Section 7.2(g) hereof; and (e) the Company’s Inventory (and all Taxes or fees relating to its business, its sales, or the Accounts or Inventory relating thereto, are their sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 7.2(e) of this Section 7, and that none of said Taxes or fees represents a Lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Lender that such Obligor shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any inventory of any of its customers or any other Person (Company’s subsidiaries) other than Inventory of another Obligor which constitutes Collateral), including pursuant to any xxxx and hold sale or otherwise, and that such Obligor's Excluded Inventory is marketable to its customers in the ordinary course of business the Company’s (or such subsidiaries’) business, and no Inventory has been produced in violation of such Obligorthe Fair Labor Standards Act (29 U.S.C. §201 et seq.), except as such Obligor may otherwise report in writing to the Lender pursuant to Paragraph 7.6 of this Section 7 from time to timeamended.